Fade Out, Fade In
by Lucinda
Summary: slightly AU season 5. Spike was out for a walk, and got sidetracked by Willow. Contains WS and WT


author: Lucinda

rating: pg 13 for angst and violence

pairings: mention of B/S, mention of W/Tara, but mainly Willow/Spike

disclaimer: I do not own anyone from BtVS

set in AU season 5.

note: this was intended for Inell's 4th fic aniversary, but it somehow didn't turn out very fluffy. Sorry.

Fofi..fofi..fofi..fofi..

He'd been trying to convince Buffy that he cared. That he loved her. He'd shown her what her miserable soldier was doing. He'd watched her back on countless patrols. She'd rejected him.

Willow seemed to be the only one who would credit him with having the chance of genuine feelings towards Buffy. Granted, she thought he was half crazy for trying, but she believed him when he said that he cared. Of course, Willow wasn't around as much as she used to be. Something about her witch... come to think of it, how long had it been since he'd seen her bird? Tara should have been there...

Spike walked along the street, trying to sort out his feelings. He had been lusting after Buffy, desiring to taste her soft lips, caress her tanned body. But... was there more than that? Was there more than just... lust and the desire to possess, to somehow dominate, through sex if not through violence? He frowned, trying to sift through. Love wasn't the same as sex. The desire to rip someone's clothing off and make them scream his name was not love. Actually, it sounded a bit like obsession.

Damn, he'd turned into second rate stalker. To make things even worse, he couldn't think of anything else to support the idea of being in love with her. Her chatter didn't usually interest him. Her interests included killing people like him. They never really talked, just sort of exchanged insults and threats.

That wasn't love.

Scowling, he tried to think about things from a different angle. What was love, really? It was when you could spend hours with the person, just enjoying their company. When you could talk to them, share just about anything with them. When they knew you and you knew them, down to the bottoms of your being. Even the parts that you couldn't see, eyeballs to entrails. It was caring about their happiness more than your own.

As he was pondering this, his mind skittering over memories of his own experiences and fragments of poetry, a flicker of red caught his attention. There, a bit ahead of him on the street, was a woman with red hair. Moving closer, Spike realized that it was Willow. But why would she be out here, instead of off with her pals, or her girl? He followed Willow, now curious.

It didn't make sense to him. She wasn't on her way to the library, or the college campus, or the Magic Box. Not towards the house of the Slayer, or Xander, or the place where she and Tara had been living, or towards the Watcher's house. And the way she was moving... She was walking quickly, but her shoulders were slightly hunched, her head a bit low. As if she wasn't happy about where she was going, or expected to be attacked. He might not have the supernatural abilities of detection that the Slayer had, but two centuries had given him finely honed instincts for trouble, and his were screaming. Not like a trap, but there was definitely something not right.

Then, it hit him. She was headed towards the hospital. From the way she was moving, this wasn't a matter of some little errand, some minor worry. And he was fairly certain they didn't run standard tests after dark. But where did that leave her? Why was she here?

Slowly, she went into the building, not bothering to pause for directions at the front desk. She just went inside, turned left, and made her way up the staircase. As Spike followed her, he found himself asking if she knew that he was there, was following her. She turned out of the stairwell on the third floor, and made her way down the hall. Spike felt a chill as he read the little blue plaque identifying the area. Psychiatric Ward.

Willow went inside, and walked to a small bed, the third one on the left. Slowly, she sat on the edge, her hand reaching out to the patient. Spike could smell tears as he moved closer. But when the words began, they froze him to the bottom of his unbeating heart.

"I'm sorry, sweetie. This shouldn't have happened to you."

"Behold the shining one, her face as bright as the sun... Glorious is her coming, and mortals tremble before her. All shall fall before her, all shall kneel in supplication..."

"You shouldn't have had this happen. And all because you stayed here, defied your family, wanted to be free." Willow tucked her hair back, tears shimmering on her face. One sparkled almost like crystal as it fell onto the face of the raving patient. Tara's face.

Spike just gaped for a few moments, feeling the raw shock thrum in his body. "What happened to her?"

Willow looked up, and he really saw her, possibly for the first time. She was pretty, with a core of strength to her like diamond. Like the willow tree, she would bend and twist and emerge whole from the storm. He could have kicked himself for not realizing it sooner. Buffy's strength wasn't entirely from being the Slayer, it was from having someone like this at her side.

"Hello, Spike. I didn't expect to see you here." She looked back at Tara, tears shimmering in her eyes. "It was Glory. She was trying to find her Key. She did something to Tara, ripped into her mind, broke her mind. I don't know the details... don't know how to fix it. We'd been... well, you know that we'd been fighting over the magic, drifting a bit further apart, but I wouldn't have wanted something like this to happen. Not to her, not ever."

Spike looked at Tara, expecting to see madness sparkling there, her whole sugary sweet mind tilted by insanity, maybe even stirring up a bit of vinegar to bite the unwary. But that wasn't what he beheld. Her eyes were empty. "Willow... Glory didn't break her mind. There's just... there's nobody home anymore. I spent over a century watching insanity with Dru and the people she and Angelus played with, that's not someone who's cracked, it's somebody that just.... She's not in there anymore."

Willow tensed, and a few more tears fell. "I've been trying to convince myself that wasn't the case. That she just needed more time. That the only woman I've ever loved, been in love with was still here... instead of just her body. But... I've tried everything, Spike. I can't... my Tara's just gone."

He put his arms around her, feeling a bit awkward, but he couldn't just ignore her pain. He'd never been able to just ignore a woman's pain. Maybe gloat over it, maybe mock it, or awkwardly retreat because he couldn't sooth it, but he'd never been able to just ignore a crying woman. "You don't have to go through this alone, Red. I can't make her better, but you don't have to be alone. Lean on someone else for a little while."

Spike took her back to the apartment that she'd shared with Tara, wondering even as he did if that would be the best place for her. But where else could he take her? Not his crypt. She didn't live at the dorm from last year anymore. He would probably be staked on sight at Buffy's if he showed up with a weeping sobbing Willow. He'd rather jam bamboo splinters under his own nails than go to Xander's place. And Giles had his 'friend' Olivia over at his place. There really wasn't any other option. He helped her into the place after her mumbled 'thanks... welcome to have cocoa' at the door.

Willow kept crying over the cocoa, and hardly managed to drink any. She ended up sobbing onto his shoulder. He knew that it wasn't because they were the best of friends, but because he was there, because he would let her, would listen to her pain. Spike held her, letting her cry until she fell asleep, exhausted from everything.

Maybe he should take another look at Willow after all. Maybe there was more to her than the Slayer's tenth grade looser follower, or a second rate witch. Maybe he'd overlooked her too easily.

end part 1.

Spike hadn't meant to, but he drifted to sleep himself. He woke with a start, certain that the sun was about to rise NOW. It was a useful survival instinct, but that was what made him realize where he'd drowsed off. Willow and Tara's apartment, or maybe just Willow's now. She was still slumped against him, slightly curled onto his lap. One warm hand had slid behind his shoulders. Her warmth and steady heartbeat had apparently lulled him into slumber. And now, he was stuck there. Carefully, he managed to stagger to his feet, arms full of sleeping redhead. He found the bedroom, and carried her in, intending to just tuck her into the bed, cover her up and figure out something to do.

But she wouldn't let go of him. After a little bit of wiggling, he came to the conclusion that between her grip and the damn chip in his head, he was stuck. With a small smile, he just kicked off his boot and settled on the bed with her. Nothing would happen, but... Well, she wouldn't let him go, so why not be halfway comfortable?

Honestly, he didn't mind staying beside her on the bed. It was a comfortable bed, and it was nice to have a warm body snuggled up to him. A small corner of his mind noticed that he was just enjoying the moment, and not even a shred of him was wishing that it was Buffy instead of Willow. A little... well, part of him might be wishing there was less clothing, and less sleep... But that was hardly the same sort of thing. He felt oddly comfortable with Willow, almost peaceful.

When Spike woke up, he had a moment of confusion. He wasn't in his crypt, but a soft bed, wrapped in covers that smelled faintly of lavender, vanilla, and femininity. Alone. A few moments and he was awake enough to remember. This was Willow's room, and he'd slept with her, nonsexually. But where was she?

"Hey, Spike." Willow's voice came from the doorway, sounding far less cheerful than people expected from her. "I picked up some blood for you from the butcher shop. umm... Thanks for listening, last night." She was blushing a little, as if she found her pain some sort of weakness, or shameful.

But then, she was always expected to be the strong one. The one that they all leaned on, depended on to solve their troubles. To figure out how to make the hurt go away. When did she have someone to lean on? Well... himself, last night. Was it because she wasn't used to having someone to lean on, or just because it had been him?

"Thanks for that, Willow." He sat up, slowly untangling himself from the covers. "How the bloody hell did these get so wrapped around me?"

"You're welcome." She paused, looking thoughtful. "About last night... it's not the right time to tell Buffy or Xander about Tara. They.... they're too busy with things right now.... Glory, the construction troubles... Whatever it was that made Joyce sick... have they heard back from those tests yet? But they don't have the time right now to worry about me and Tara just yet..."

He looked at her, wondering exactly why she thought that her friends wouldn't want to know. "Why not? Shouldn't they be able to help you cope? You're girlfriend's in the bloody mental ward!"

"Xander just wants to hear about girl on girl action, which... I don't want to share. And Buffy's so busy worrying about her mom, about Glory... and the whole thing where she thinks Riley's hiding something from her... She's said that she doesn't have time for anything else. This... this is something else." Willow's voice quavered, as if she was on the verge of tears again.

For a fraction of a moment, it flickered through Spike's mind that if he found out what soldier-boy was hiding, it might help him with Buffy. But that died away, as he found himself considering a new question: Did he really want Buffy? More than just to kill or shag as some sort of perverse victory? Would he want to spend time with her, have a relationship? He was coming to the conclusion that the answer was no. Maybe even a more emphatic 'Hell no!' if he thought about it. "What about Giles?"

"He's been pretty busy with the Magic Box, and trying to keep Buffy training, and trying to research Glory, and all the time he has left is... sort of Olivia's." Willow sighed. "They don't want to hear about it."

Spike took a slow breath, trying to keep his temper in check. He wasn't known for being level headed, but that's what he needed to be now. "So, you don't have anyone to share your problems with? What about your folks, or Joyce?"

"Spike, the last time either of my parents sat down with me for anything remotely resembling a serious discussion it was when I was fourteen and my mom decided to explain to me about sex, diseases, and peer pressure. I've seen them since then, but that's not the same as really talking. And they definitely didn't know that I have... had a girlfriend." Willow looked at him, her eyes filled with sorrow. "As for Joyce, I know that she'd listen, but she's been so tired lately, and at first I thought it was just everything with Buffy and Dawn, but now I think it's related to whatever's wrong with her, and listening to someone's problems is always so exhausting... I couldn't wear her down like that."

His mouth opened, but nothing came out for a long while as he tried to make sense of that. To understand a life that was so limited. "Is that it? There's nobody else for you?"

"I could have tried to talk to Jesse, but he's been dead now for almost five years. Amy's a rat, and I've mentioned it to her, but she just sort of squeaks, which doesn't help me too much. Maybe I could have tried talking to Jenny, we weren't exactly close, but we probably would have become better friends if Angelus hadn't killed her. If Oz... well, there's a whole list of reasons why I wouldn't be having that talk with Oz, and the biggest is that he left, with no forwarding address." She sighed, leaning against the doorway as if it was the only thing holding her up.

"Red... Willow, I'll listen. Any time you need someone, you can talk to me." He wanted to curse himself for going soft, but he couldn't. She was trying so hard, and she reminded him of... of the man he'd once been.

Her smile was a bit hesitant, but it actually made it all the way to her eyes. "Thanks."

end part 2.

He didn't know it, but that marked a change in his life. Spike knew that he'd stopped following Buffy, stopped watching her as she got ready for bed, or following her on her patrols. He just assumed that it was the rediscovery of his sense, or that he'd remembered that he was a master vampire, and not some pansy boy with a pathetic crush. It didn't occur to him that now, instead of following Buffy, he was spending time with Willow. Listening to her talk about life, and pain, and heartache. Visiting Tara, watching as she slowly faded, her will to live as gone as her mind. Willow would tell him stories about Tara, remembering the shy but alive girl that she'd been, instead of the raving husk that was left.

He didn't think about what it might mean that he was spending more and more time with Willow, learning about her past, about the person that Tara had been. He didn't think about what it meant that he actually preferred spending time talking with Willow to going out and beating up demons. Didn't think about the implications of the fact that she'd started keeping blood in the refrigerator for him. He didn't even stop to consider the implications.

Not until he woke up from a dream of Willow and Tara practicing a little of that girl on girl action that she didn't really share with him, with an almost painful erection and his teeth gritted in what felt remarkably like jealousy. Jealousy at the image - lovely though it might be- of Willow and her girlfriend. Former girlfriend. He wanted Willow, and felt jealous of her fading relationship with Tara. That was a pretty simple bit of dream analysis.

Spike just didn't know what to do about it. It was clear that he wanted Willow. Enjoyed her company, her conversations, trying to follow the odd twists and connections that her mind would make. And he wanted to sink into her warmth, to drown in Willow until he couldn't even think straight anymore. To fill her and touch her and taste her until she couldn't think of anything but him. To taste the ecstasy in her blood... Spike gasped for breath as the chip jolted him, nearly dropping him to the floor. Apparently, it couldn't figure out that he didn't want to actually hurt her, just to taste her.

Would he have to just stick with being her friend? Being the one person that was there for her to unload her emotions, to expose her feelings and vulnerabilities? Loving her and trying to conceal that love from the one person that seemed to accept not only the man he'd once been but the demon that he'd become? The idea of managing a concealment like that was staggering, and he didn't think that he could do it. Maybe if he spent less time with her, she wouldn't be as likely to notice?

That idea didn't appeal either. Maybe he would just have to hope that she wouldn't notice? Hope that her keen perceptions somehow missed that he found her attractive, the way he hung on her words? Buy looser fitting pants so that his body wouldn't betray his more than friendly interests? As if that would work...

He paused outside her apartment door, trying to calm himself before knocking. He'd had a dozen dreams of the ways that he could slip into the apartment and wake her up. She'd even given him his own key. Of course, Willow would be long since awake, considering that it was past sunset.

The apartment was too quiet. Listening carefully, he heard the rapid fluttering of the cat's heartbeat, and the hum of the refrigerator. There was no sound of human life.

A quick inspection proved that yes, she was indeed gone from the apartment. Her things were there, there was no sign of any struggle, but she was just... elsewhere, along with her purse and car keys. Elsewhere... and he hadn't heard anything about a new impending doom. That could only mean the hospital.

Spike made his way there quickly, almost hoping that it was something simple, like Xander getting his foot smashed at work, or Buffy breaking an arm. But he didn't really think so. He went right to the Psych ward, and there she was. Sitting at Tara's side, tears streaming down her face.

He almost collapsed into the chair next to her, one arm sliding around her body, pulling her close. Only then did he take a good look at Tara. Her face wasn't just pale today, it looked almost waxy, with dark circles under her eyes. Her hair seemed to have lost its glossy shine. Her breaths were slow, barely discernable. It was as if she was barely alive.

Then she wasn't.

Her chest slowly fell, and was still. The faint flutter of her pulse was gone, her bosom unmoving. It almost seemed as if she started to collapse inwards, although at the same time, nothing changed. He'd seen death too many times not to know it now.

For a moment, Willow was almost as silent, and then gasped for breath, sucking in the air that she still needed. It must have been then that she realized Tara was completely gone. She turned, burying her face in Spike's shoulder as terrible, body shaking sobs overwhelmed her. Her hands fisted on his shirt, her nails scraping just a little as she held on to him. Desperately, as if he was the only safe harbor in a storm.

All he could do was hold her, feeling glad that he'd managed to be here when she needed him. When she needed so badly not to be alone.

end part 3.

After that, he was glad that he hadn't done anything foolish, like trying to avoid her. She was so upset over Tara, and her feelings, and how mixed up she felt, that she probably wouldn't have noticed if he'd stripped naked and danced the hula. Not that he actually knew how to do the hula dance. She would try to talk about it, and dissolve into tears every time she got to the part where everything was mixed up, and she loved... but she shouldn't and she was so angry about the whole mess, and she felt like the whole thing was somehow wrong. He would just hold her, rubbing at her back, whispering things in her ear. Just making certain that she knew she wasn't alone.

But he kept wondering, while she slept, what she was feeling. What emotions were behind the frustrated, heartbroken sobs, the hot tears and wobbly sighs. Was she angry that Tara had been struck down, had died? Was she angry at Tara for being gone? Glory for doing this to her? Or was there something else? Was she angry at herself because her feelings had changed? Because she'd stopped thinking of Tara as her girlfriend? Or was it something else that he was missing?

Sometimes, he could almost convince himself that he'd have a chance with her, someday. When her heart wasn't as wounded by Tara's death. When they weren't facing the possible end of the world. When... oh, hell, this was Sunnydale. There would never be a good time for anything, he'd just have to blunder on and hope for something that he could live with. As soon as he could gather the courage to say something.

Things changed again, one night. She was at Tara's grave, a small little affair, set up after a short ceremony where the poor girl's ashes were interred in the little cemetery in the shadow of the woods. Something about how Tara had loved their shadow dappled depths. Willow was sitting there, her forehead leaning against the pale marker as the tears slid down her face. And then he felt the Slayer, felt Buffy approaching.

There was the sound of footsteps, and a pair of minions burst into the quiet corner, one of them trying to run away and the second lunging towards Willow. Spike grabbed the minion, almost ripping it apart in a protective fit. By that point, the Slayer had dusted the second one, although he wasn't quite certain how.

"Spike! What are you doing here?" She sounded shocked and puzzled, as if he was expected to do nothing more than fight, or drink, or moon after some woman.

"Keeping watch." His words were soft, and he glanced at Willow, wondering if she'd even noticed the interruption.

Buffy followed his gaze, and seemed to freeze when she realized that instead of some arrangement of wilting flowers, that shape was Willow. "But why... Tara McClay? Tara? But.... how... when..."

Spike tugged at Buffy, pulling her back from Willow. "She doesn't need to hear you having a hissy, Slayer."

"What happened? Why didn't she say anything?" Buffy looked stunned, and almost sad.

Spike fumbled for a moment after a cigarette, but put the package away without pulling one. Willow didn't like the smell... let her mourn without that. "Glory got Tara a while back, left her raving, the lights were on, but nobody was there anymore. She spent a month visiting her girl in the mental ward of the hospital while Harris and Anya had their arguments, the Watcher's had Olivia, and you've been all worried about your soldier and mum. Good to hear they found that tumor, by the way. But Willow said none of you had the time, and the only other person she felt would have cared to listen was Joyce. She didn't think your mum needed that while she was so sick. Tara's funeral was eleven days ago."

Buffy turned, looking at Willow's small form, leaning against the tombstone. She looked so sad. "Why didn't she say anything? How did you know?"

"Better question - why didn't the lot of you notice something was up? That you hadn't seen Tara, that Willow seemed upset over something? Why was she so convinced none of you would have time for her pain?" Spike glared at the Slayer, resisting the urge to attack. She'd be able to block, and the chip would only half fry him anyhow.

"We pay attention! It's just... we... the stuff with Glory, and then with Riley being found dead from some sort of vampire gang..." Buffy's words trailed off, as if she knew that even that was no excuse for everyone to have missed things for so long.

Spike just nodded, not even bothering an insulting response. "Right. She's here trying to sort through everything. To move past all the pain. She was there when Tara breathed her last, and it hurt."

"But she shouldn't be going through something like that alone! She needs someone there for her, someone who cares." Buffy glared at him, her cheeks flushed.

"She's not alone. I'm there." His words were low, almost a growl.

"That's not the same as her friends." Buffy tried to look superior, to glare at him as if to tell him he did not belong.

Willow stood up, almost unfolding from the ground. "Spike? Can we go home now?"

"Of course, luv." He took her arm, linking it with his as if he was an old fashioned gentleman escorting a fine lady. Willow barely glanced up, didn't even seem to see Buffy.

"I'll get you home." He murmured the words softly. He meant so much more than that, but he just couldn't say it.

end part 4.

He didn't speak again until they walked through the door of the apartment. Thankfully, their trip home had been uninterrupted. She sat down on the couch, toeing her shoes off and curling her feet underneath her.

With a small smile, Spike sat next to her, hoping that she would lean against him. When she did, he smiled, his arm sliding around her. It just felt so good to be this close to her. "Do you feel any better after your... after tonight?"

"No and yes. It was... well, I sat down and sort of meditated, trying to look past the emotions and try to think about what Tara would have wanted. Try to sort out the emotions instead of just drown in them." She sighed, resting her head on his hip, snuggling a bit closer.

His hand started to rub along her side, a gentle, soothing motion. "And?"

"I loved Tara. It was real, and good, and she knew that I loved her. Nothing will ever make it go away that I... that she has a place in my heart. But she wouldn't have wanted me to spend the rest of my life - which could be pretty short - alone and miserable because she's gone. And I've been feeling guilty because I was already grieving for her as if she was dead, before she was dead, if that makes sense. And not only was I grieving, I was... There's someone that I was developing feelings for. Could be more than a friend type feelings." Willow sighed, her hand resting on his knee. "It felt like I was somehow cheating on her to have those feelings, even if I didn't do anything, which is sort of silly."

"And will you become more than friends with this person?" He didn't want to be calm, didn't want to be reasonable. What he wanted to do was find the person that Willow cared about and rip his... her... their head off for having her when he didn't.

He could feel her shrug. "I don't know. It's not just my choice, you know. I can't just say - hey, my girl's dead and gone and buried, now that I'm not involved, and only cry half the night instead of all of it, want to go out with me?"

"Anyone with half a brain would be willing to give you time to heal, luv." The words burned, tasting bitter on his tongue.

Her shoulders quivered, and he wondered if it was from more tears, or from a ghost of a laugh. "Well, he's not stupid, but he isn't known for being patient."

Jealousy surged in him, and he actually growled before he could quiet himself. "If he can't wait for you... then you deserve better."

The words were barely audible, even with her so close to him. "I can do this... I can say it."

"Willow?" He felt like something important was about to happen, some important turning.

She moved, lifting herself up, looking into his eyes. "Can you? Can you wait for the grief to calm? Can you wait for me to heal a bit?"

Spike felt as if his chest was suddenly too tight, but at the same moment he could fly. It was more of a rush than the Gem of Amara. "Can I... can I wait? Bloody hell, Willow, I'd wait for you."

And then she was hugging him, murmuring things that he couldn't quite decipher into his chest. Her hands were fisted into his shirt, catching the skin of his back again, but it wasn't as if she was drowning this time. It was as if she was afraid to let him go.

"I'd wait forever for you. I just hope it doesn't take quite that long." He whispered, holding her, leaning down to breathe in her scent. Her hair felt like strands of silk on his face, soft, supple, and faintly scented of citrus.

Her words were softer, barely above a whisper, but rich with promise. "It won't take nearly that long."

Spike smiled, now certain that everything would come out right. In spite of the pain, in spite of the waiting, things would work out. He would have Willow.

end part 5.

end Fade Out, Fade In.


End file.
